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PERSONAL GUARANTY
<br /> This Personal Guaranty(the"Guaranty")is entered into effective as of the 10�' day
<br /> of March, 2012, by Ahxned Badawi, an individual, (hereinafter referred to as "Guarantor"), in
<br /> favor of Marcum LLP (hereinafter referred to as "Holder" or"Seller), as an inducement for Holder
<br /> to enter into that certain Asset Purchase Agreement between Seller and Badawi & Associates, a
<br /> California corporation (hereinafter referred to as "Buyer" of even date herewith (the "Purchase
<br /> Agreement").
<br /> Guarantor hereby absolutely and unconditionally guarantees to Holder and its heirs,
<br /> endorsees and assigns;the payment and performance of and agrees to pay and perform as a primary
<br /> obligor all amounts, agreements, obligations and duties imposed upon Buyer under the terms and
<br /> conditions of the Purchase Agreement (such amounts, agreements, obligations and duties
<br /> hereinafter referred to as the "Obligations"). Guarantor also agrees to pay any and.all costs,
<br /> attorneys' fees,and expenses incurred or expended by Holder in collecting any payment or securing
<br /> any performance of the Obligations or in enforcing any right granted herein or therein,regardless of
<br /> whether or not a lawsuit is initiatcd (i.e., in case of a Default under the Purchase Agreement, as
<br /> defined therein). Guarantor will pay to the Holder such further amount as shall be sufficient to
<br /> cover the costs and expenses of collection, including, without limitation, reasonable attorneys' fees
<br /> and costs incurred prior to the institution of legal proceedings including, without limitation, all
<br /> reasonable attorneys' fees and costs relating to the preparation and service of any notices thereunder
<br /> and/or the objection to any offset claimed by Buyer). Further,in the event suit or action is brought
<br /> to enforce or interpret any of the provisions of this Guaranty, or which is based thereon, the
<br /> prevailing party shall be entitled to reasonable attorney fees in connection therewith. The
<br /> determination of who is the prevailing party and the amount of reasonable attorneys' fees to be
<br /> paid to the prevailing party shall be decided by the court or courts, including any appellate court,
<br /> in which such matter is tried, heard, or decided (with respect to attorney's fees incurred in such
<br /> court proceedings). Guarantor also absolutely and unconditionally covenants and agrees that it will
<br /> pay and perform the Obligations in the event that Buyer does not or is unable to pay and perform the
<br /> Obligations for any reason, including, without limitation, receivership, insolvency, bankruptcy,
<br /> assignment for the benefit of creditors, reorganization, arrangement, or other similar proceedings
<br /> affecting the status, composition, identity, existence, assets or obligations of Buyer, or the
<br /> disaffirniance or tei�tnination of any of the liabilities, obligations or duties in or as a result of any
<br /> such proceeding.
<br /> In the event any payment by Buyer to Holder is held to constitute a preference under
<br /> the bankruptcy laws, or if for any other reason Holder is required to refund such payment or pay the
<br /> , amount thereof to any other party, such payinent by Buyer to Holder shall not constitute a release of
<br /> Guarantor from any liability hereunder, but Guarantor agrees to pay such amount to Holder upon
<br /> demand and this Guaranty shall continue to be effective ar sha11 be reinstated, as the case may be,to
<br /> the extent of any such paytnent or payments. .
<br /> '� Guarantor hereby expressly waives notice of acceptance by Holder of this
<br /> instrument, and all other notices in connection herewith or in connection with the Obligations
<br /> � guaranteed hereby, and waives diligence, presentment and notice of any kind in bringing and
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